UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
- ------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-18491
CAPITAL MORTGAGE PLUS L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3502020
- --------------------------- -----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- -------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF FINANCIAL CONDITION
============ ============
June 30, December 31,
2002 2001
------------ ------------
(Unaudited)
ASSETS
Investments in mortgage loans
(Note 2) $ 20,820,254 $ 21,002,372
Cash and cash equivalents 1,160,472 1,110,785
Accrued interest receivable
(net of allowance of $1,251,925
and $1,164,683) 300,658 408,618
Loan origination costs
(net of accumulated
amortization of $206,080
and $196,624) 627,869 637,325
------------ ------------
Total assets $ 22,909,253 $ 23,159,100
============ ============
LIABILITIES AND PARTNERS' CAPITAL (Deficit)
Liabilities:
Accounts payable and other
liabilities $ 741 $ 25,000
Due to general partner and
affiliates (Note 3) 59,842 73,080
------------ ------------
Total liabilities 60,583 98,080
------------ ------------
Partners' capital (deficit):
Limited Partners (1,836,660 BACs
issued and outstanding) 23,014,840 23,222,943
General Partner (166,170) (161,923)
------------ ------------
Total partners' capital (deficit) 22,848,670 23,061,020
------------ ------------
Total liabilities and partners' capital
(deficit) $ 22,909,253 $ 23,159,100
============ ============
See Accompanying Notes to Financial Statements.
2
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF INCOME
(Unaudited)
====================== ====================
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- --------------------
2002 2001 2002 2001
---------------------- --------------------
Revenues
Interest income:
Mortgage loans (Note 2) $ 466,620 $ 493,055 $ 932,369 $ 982,698
Temporary investments 3,639 10,461 7,555 22,306
Other income 613 813 1,676 1,726
----------- ---------- ---------- ---------
Total revenues 470,872 504,329 941,600 1,006,730
----------- ---------- ---------- ---------
Expenses
General and administrative 10,664 8,857 31,844 19,729
General and administrative-
related parties (Note 3) 58,001 44,342 105,315 85,575
Provision for bad debts 41,090 223,806 87,242 223,806
Amortization 54,761 54,761 109,521 109,521
----------- ---------- ---------- ---------
Total expenses 164,516 331,766 333,922 438,631
----------- ---------- ---------- ---------
Net income $ 306,356 $ 172,563 $ 607,678 $ 568,099
=========== ========== ========== =========
Allocation of Net income:
Limited Partners $ 300,229 $ 169,112 $ 595,524 $ 556,737
=========== ========== ========== =========
General Partner $ 6,127 $ 3,451 $ 12,154 $ 11,362
=========== ========== ========== ==========
Net income per BAC $ 0.16 $ 0.09 $ 0.32 $ 0.30
=========== ========== ========== =========
See Accompanying Notes to Financial Statements.
3
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENT OF CHANGES IN
PARTNERS' CAPITAL (DEFICIT)
(Unaudited)
=====================================
Limited General
Total Partners Partner
_____________________________________
Partners' capital
(deficit) -
January 1, 2002 $ 23,061,020 $23,222,943 $ (161,923)
Net income 607,678 595,524 12,154
Distributions (820,028) (803,627) (16,401)
------------ ----------- -----------
Partners' capital
(deficit) -
June 30, 2002 $ 22,848,670 $23,014,840 $ (166,170)
============ =========== ===========
See Accompanying Notes to Financial Statements.
4
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
June 30,
-------------------------
2002 2001
-------------------------
Cash flows from operating activities:
Net income $ 607,678 $ 568,099
Adjustments to reconcile net income to
net cash provided by operating
activities:
Provision for bad debts 87,242 223,806
Amortization expense 109,521 109,521
Amortization of interest rate buydown (726) (726)
Decrease in accrued interest receivable 20,718 53,408
Decrease in accounts payable
and other liabilities (24,259) 0
Decrease in due to general partner
and affiliates (13,238) (44,701)
------------ -----------
Net cash provided by operating
activities 786,936 909,407
------------ -----------
Cash flows from investing activities:
Receipt of principal on mortgage
loans 82,779 76,695
------------ -----------
Cash flows from financing activities:
Distributions to partners (820,028) (818,893)
------------ -----------
5
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
STATEMENTS OF CASH FLOWS
(continued)
(Unaudited)
Six Months Ended
June 30,
-------------------------
2002 2001
-------------------------
Net increase in cash and cash
equivalents 49,687 167,209
Cash and cash equivalents at
beginning of period 1,110,785 919,391
------------ -----------
Cash and cash equivalents at
end of period $ 1,160,472 $ 1,086,600
============ ===========
See Accompanying Notes to Financial Statements.
6
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
Note 1 - General
The unaudited financial statements have been prepared on the same basis as the
audited financial statements included in the Partnership's Annual Report on Form
10-K for the year ended December 31, 2001. In the opinion of the General
Partner, the accompanying unaudited financial statements contain all adjustments
(consisting only of normal recurring adjustments) necessary to present fairly
the financial position of the Partnership as of June 30, 2002, the results of
operations for the three and six months ended June 30, 2002 and 2001 and its
cash flows for the six months ended June 30, 2002 and 2001. However, the
operating results for the six months ended June 30, 2002 may not be indicative
of the results for the year.
Certain information and note disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. It is suggested that these financial statements be read in
conjunction with the financial statements and notes thereto included in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 2001.
7
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
Note 2 - Investments in Loans
Information relating to investments in the Mortgages and equity loans as of June
30, 2002 is as follows:
Amounts Advanced
------------------------------------------------------------
No.
of Date
Apart- of Final Total Investments Investments
Property/ ment Invest- Maturity Mortgage Equity Amounts in Loans at in Loans at
Location Units ment Date Loans Loans Advanced 6/30/2002(E) 12/31/2001(E)
- -------- ------ ------- -------- ----------- ---------- ----------- ----------- ------------
Mortenson 104 8/90 8/30 $ 4,974,090 $ 577,885 $ 5,551,975 $ 4,584,970 $ 4,635,159
Manor
Apts./
Ames, IA
Windemere 204 9/90 3/31 8,110,300 736,550 8,846,850 7,712,697 7,773,702
Apts./
Wichita,
KS
Fieldcrest 112 8/91 8/31 3,343,700 383,300 3,727,000 3,241,377 3,268,113
III
Apts./
Dothan, AL
Holly 144 3/93 3/33 5,310,100 684,400 5,994,500 5,281,210 5,325,398
Ridge
II Apts./
Gresham,
OR
------------------------------------------------------------
Total $21,738,190 $2,382,135 $24,120,325 $20,820,254 $ 21,002,372
============================================================
Cash Flow
Base Default Annual Partici-
Interest Interest Yield pation Total
Property/ Amount/ Amount/ Amount/ Amount/ Interest
Location Rate (A) Rate (B) Rate (C) Rate (D) Earned
- -------- ---------- ----------- --------- ---------- ----------
Mortenson $ 145,840 $ 45,512 $ 0 $ 0 $ 191,352
Manor 6.45% 1.98% .97% 30.00%
Apts./
Ames, IA
Windemere 305,869 61,900 0 0 367,769
Apts./ 7.95% 1.60% 1.08% 30.00%
Wichita,
KS
Fieldcrest
III 139,021 0 0 0 139,021
Apts./ 8.68% 0% 1.36% 30.00%
Dothan, AL
Holly
Ridge 208,431 25,796 0 0 234,227
II Apts./ 8.125% 1.00% .64% 30.00%
Gresham,
OR
--------------------------------------------------------------
Total $ 799,161 $ 133,208 $ 0 $ 0 $ 932,369
==============================================================
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(A) Base Interest on the Mortgages is that amount that is insured/co-insured by
the Department of Housing and Urban Development ("HUD") and is being shown net
of servicing fees.
(B) Default Interest is the minimum amount due over the base rate, and is not
contingent upon cash flow. This interest is secured by partnership interests in
the borrower.
(C) Annual Yield is the amount over the default rate and is contingent upon
property cash flow.
(D) Cash Flow Participation is the percent of cash flow due to the Partnership
after payment of the Annual Yield and is contingent upon property cash flow.
9
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(E) The Investments in Loans amount reflects the unpaid balance of the Mortgages
and the unamortized balance of the equity loans in the amounts of $20,568,524
and $251,730, respectively, at June 30, 2002 and $20,651,303 and $351,069,
respectively, at December 31, 2001.
Investments in loans January 1, 2001 $21,357,424
Additions:
Fieldcrest discount amortization 1,452
Deductions:
Amortization of equity loans (200,130)
Collection of principal - Mortenson (49,769)
- Windemere (57,114)
- Fieldcrest 20,016)
- Holly Ridge (29,475)
-----------
(356,504)
-----------
Investments in loans
December 31, 2001: 21,002,372
-----------
Additions:
Fieldcrest discount amortization 726
Deductions
Amortization of equity loans (100,065)
Collection of principal - Mortenson 26,111)
- Windemere (30,315)
- Fieldcrest (10,682)
- Holly Ridge (15,671)
-----------
(182,844)
-----------
Investments in loans June 30, 2002 $20,820,254
===========
The Mortenson Manor and Windemere Mortgages are co-insured by HUD and Related
Mortgage Corporation ("RMC"), an affiliate of the General Partner. The
Fieldcrest III and Holly Ridge II Mortgages are insured by HUD.
In addition to the interest rate payable during the post-construction periods,
the Partnership will be entitled to payment of 30% of cash flow remaining after
payment of the permanent loan interest and accrued interest if any, and certain
amounts from sales or refinancing proceeds.
10
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
The equity loans are non-interest bearing and are secured by the assignment of
the owner/developers' interests in the projects. The equity loans are not
insured by HUD or any other party and, for financial statement reporting
purposes, are considered to be premiums paid to obtain the Mortgages. These
premiums are amortized over the average expected lives of the respective
Mortgages.
At June 30, 2002, all of the loans due to the Partnership are current with
respect to their Federal Housing Authority ("FHA") Mortgage obligations.
Mortenson has not paid an aggregate of approximately $718,000 of default
interest due for the years ended December 31, 1995 to December 31, 2001 and the
six months ended June 30, 2002; and Windemere has not paid its default interest
of an aggregate of approximately $533,000 for the six months ended June 30, 2002
and the years ended December 31, 2001, 2000, 1999 and 1996, resulting in an
aggregate allowance for uncollectability relating to the default interest
amounting to approximately $1,252,000 and $1,165,000 at June 30, 2002 and
December 31, 2001, respectively. The current allowance is reflected in provision
for bad debts on the statements of income.
Note 3 - Related Parties
The costs incurred to related parties for the three and six months ended June
30, 2002 and 2001 were as follows:
======================= ======================
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- ----------------------
2002 2001 2002 2001
----------------------- ----------------------
Partnership management
fees (a) $ 31,592 $ 31,592 $ 63,184 $ 63,184
Expense reimbursement (b) 26,409 12,750 42,131 22,391
----------- ---------- ---------- ----------
Total general and admin-
istrative-related parties $ 58,001 $ 44,342 $ 105,315 $ 85,575
=========== ========== ========== ==========
11
CAPITAL MORTGAGE PLUS L.P.
(a limited partnership)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2002
(Unaudited)
(a) A Partnership management fee for managing the affairs of the Partnership
equal to .5% per annum of invested assets is payable out of cash flow to the
General Partner. At both June 30, 2002 and December 31, 2001 a balance of
approximately $32,000 was due to the General Partners for these fees.
(b) The General Partner and its affiliates perform services for the Partnership
which include, but are not limited to: accounting and financial management,
registrar, transfer and assignment functions, asset management, investor
communications, printing services and other administrative services. The amount
of reimbursement from the Partnership is limited by the provisions of the
Partnership Agreement. An affiliate of the General Partner performs asset
monitoring services for the Partnership. These asset monitoring services include
site visits and evaluations of the performance of the properties securing the
loans. Fees owed to the General Partner amounting to approximately $28,000 and
$41,000 were accrued and unpaid as of June 30, 2002 and December 31, 2001,
respectively.
RMC is a co-insurer on the Mortenson and Windemere mortgage loans in which the
Partnership has invested. RMC is entitled to a mortgage insurance premium which
is paid by the mortgagors.
Note 4 - Subsequent Event
It is anticipated that during August 2002, distributions of approximately
$402,000 and $8,000 will be paid to BACs holders and the General Partner,
respectively, representing the 2002 second quarter distribution.
12
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Capital Resources and Liquidity
- -------------------------------
Sources of Partnership funds included interest earned on (1) investments in
mortgage loans and (2) the working capital reserve.
During the six months ended June 30, 2002, cash and cash equivalents of the
Partnership increased by approximately $50,000 due to cash provided by operating
activities of approximately $787,000 and collections of principal on mortgage
loans of approximately $83,000 less distributions paid to Partners of
approximately $820,000. Amortization of approximately $109,000 is included in
the adjustments to reconcile the net income to cash provided by operating
activities.
A distribution of approximately $804,000 was made to the limited partners or
BACs holders during the six months ended June 30, 2002. A total of approximately
$16,000 was distributed to the General Partner during the six months ended June
30, 2002.
Management is not aware of any trends or events, commitments or uncertainties
that will impact liquidity in a material way. Management believes the only
impact would be from laws that have not yet been adopted. All base interest and
the principal of the Partnership's investments in mortgage loans are insured or
co-insured by HUD and additionally two loans are coinsured by a private mortgage
lender (which is an affiliate of the General Partner). The Partnership's
investments in uninsured non-interest bearing equity loans (which represented
approximately 10% of the Partnership's portfolio when originated) are secured by
a Partnership interest in properties which are diversified by location so that
if one area of the United States is experiencing downturns in the economy, the
remaining properties may be experiencing upswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy.
13
Results of Operations
- ---------------------
Three and six months ended June 30, 2002 compared with the three and six months
- --------------------------------------------------------------------------------
ended June 30, 2001
- -------------------
Results of operations for the three and six months ended June 30, 2002 and 2001
consisted primarily of interest income earned from investment in mortgage loans
of approximately $467,000 and $493,000 and $932,000 and $983,000, respectively.
Temporary investments decreased approximately $7,000 and $15,000 for the three
and six months ended June 30, 2002 as compared to the same periods in 2001,
primarily due to lower interest rates on investment account balance.
General and administrative increased approximately $2,000 and $12,000 for the
three and six months ended June 30, 2002 as compared to the same periods in
2001, primarily due to an increase in printing, legal and computer expenses in
2002.
General and administrative-related parties increased approximately $14,000 and
$20,000 for the three and six months ended June 30, 2002 as compared to the same
periods in 2001, primarily due to an increase in expenses reimbursements due to
the General Partner for asset monitoring and overhead.
A provision for bad debts of approximately $41,000 and $87,000 was charged to
operations for the three and six months ended June 30, 2002, representing the
2001 and 2002 Guaranteed Interest due for Mortensen and the 2002 Guaranteed
Interest due for Windemere, none of which is expected to be paid.
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Current report on Form 8-K -
No reports on form 8-K were filed during the quarter ended June
30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CAPITAL MORTGAGE PLUS L.P.
By: CIP ASSOCIATES, INC.
General Partner
Date: August 8, 2002
By: /s/ Alan P. Hirmes
----------------------------------
Alan P. Hirmes
Senior Vice President
(Principal Executive and Financial
Officer)
Date: August 8, 2002
By: /s/ Glenn F. Hopps
----------------------------------
Glenn F. Hopps
Treasurer
(Principal Accounting Officer)
Exhibit 99.1
CERTIFICATION PURSUANT TO
18.U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Capital Mortgage Plus L.P. (the
"Partnership") on Form 10-Q for the period ending June 30, 2002 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of CIP
Associates, Inc., the general partner of the Partnership, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
/s/ Alan P. Hirmes
Alan P. Hirmes
Chief Executive Officer and Chief Financial Officer
August 8, 2002